ABSTRACT As many as 40 million low-income Americans will rely on community health clinics (CHCs) for primary care by 2019. Depression and other behavioral health conditions are a major source of disease burden in this population. Implementation of evidence-based behavioral health care is a priority area for CHCs. The goal of this study is to assess the role of Value-Based Purchasing (VBP), a policy strategy, to enhance planned implementation of evidence-based care in CHCs. VBP is a tool to spur quality improvement by linking payment to provider organizations with pre-specified performance targets. The proposed study will leverage a unique VBP program initiated by the Washington State Mental Health Integration Program (MHIP). MHIP implements the CollaborativeCare model, a prominent, evidence-based model to integrate behavioral health care into primary care. MHIP's multi-phase VBP embeds several desirable design features and offers a rare opportunity to produce generalizable findings on the effectiveness of VBP to support implementation of evidence-based chronic care. We will conduct retrospective analysis of existing data based on MHIP registry and health care claims of over 12,000 patients from 52 CHCs in Washington State's King and Pierce Counties. Aims of the study are to assess the effects of MHIP VBP on: 1. Adoption of CollaborativeCare by CHCs; and, 2. Patient outcomes. We will measure adoption based on CHC performance of key process-of-care elements of CollaborativeCare at the patient-episode level. Patient outcomes include depression symptoms, hospitalization, emergency room use and total health care costs. Our analytical strategy will exploit the natural experiment created by the rolling enrollment of patients into MHIP. Specifically, we will compare outcomes pertaining to patient-episodes that occurred pre-, peri-, and post- VBP while controlling for the continuous learning and adopting processes at CHCs. Preliminary data suggest overall low adoption pre-VBP, substantial improvement over time, and CHC behavioral responses to VBP incentives that are consistent with the conceptual framework of the proposed study. This study will generate critical knowledge to assist policymakers with their decisions on whether to use VBP to enhance implementation of evidence-based care in CHCs and how to best design VBP to maximize its impact.